ENERGY ACTION LIMITED — Share Issue/Capital Change 2017

Mar 21, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, Application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Energy Action Limited (EAX)

ABN

$\mathbf{I}$

90 137 363 636

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to be issued

Performance Rights

Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

104,236

Principal terms of the $\overline{\mathbf{3}}$ ⁺securities $(e.g.$ if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment: if the +convertible securities. conversion price and dates for conversion)

Exercise price: nil

Vesting Dates: 104,236 may vest on 31 August 2019

Vesting is subject to performance and service conditions

Appendix 3B Page 1

⁺ See chapter 19 for defined terms.

$\hat{\boldsymbol{\tau}}$

$\overline{4}$	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state:	No. Any share allocated on the vesting of a Performance Right will rank equally with existing ordinary shares.
	the date from which they do which the extent to they for the participate next dividend, (in the case of a trust, distribution) interest Oľ payment
	the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued under the Energy Action Performance Rights and Options Plan.
6a	Is the entity an $\dagger$ eligible entity obtained has that security holder approval under rule 7.1A?	Yes
	If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	10 November 2016
6с	Number of + securities issued without security holder approval	n/a

04/03/2013

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting).
• Number of ⁺securities issued 6f under an exception in rule 7.2
• If *securities issued under rule $6g$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• If ⁺securities were issued under $\mid$ n/a $6_h$ for non-cash rule $7.1A$ consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of al *securities quoted on ASY (including the ⁺securities in section 2 if applicable)

Number	+ Class
25,954,117	Ordinary fully paid
	shares

$n/a$

$n/a$

104,236

$n/a$

Under 7.1 - 3,893,118

Under 7.1A - 2,595,411

13 March 2017

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B
New issue announcement

		Number	+ Class
	Number and + class of all + securities not quoted on ASX (including the + securities in section 2 if applicable)	507,885	Performance Rights
10	Dividend policy (in the case of a $\vert$ trust, distribution policy) on the increased capital (interests)	As per existing issued shares

Part 2 - Pro rata issue

11	security holder approval Is required?	n/a
12	Is the issue renounceable or non- renounceable?	n/a
13	Ratio in which the + securities will be offered	n/a
14	+ Class of + securities to which the offer relates	n/a
15	+Record date determine to entitlements	n/a
16	different Will holdings on registers (or subregisters) be aggregated for calculating entitlements?	n/a
17	Policy for deciding entitlements in relation to fractions	n/a
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with.	n/a
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	n/a

$\sim$

• See chapter 19 for defined terms.

Appendix 3B
New issue announcement

20	Names of any underwriters	n/a
21	Amount of any underwriting fee or commission	n/a
22	Names of any brokers to the issue	n/a
23	Fee or commission payable to the broker to the issue	$\eta$ n/a
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	n/a
25	If the issue is contingent on security holders' approval, the date of the meeting	n/a
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	n/a
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	n/a
28	Date rights trading will begin (if applicable)	n/a
29	Date rights trading will end (if applicable)	n/a
30	How do security holders sell their entitlements in full through a broker?	n/a
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	n/a

Appendix 3B Page 5

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

How do security holders dispose $\dot{3}2$ of their entitlements (except by sale through a broker)?

$n/a$

⁺Issue date 33

n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one)
• $(a)$

$(b)$

⁺Securities described in Part 1 Γxι

All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

$38$ Number of ⁺securities for which ⁺quotation is sought

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Quotation agreement

• $\mathbf{1}$ ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{2}}$
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.

⁺ See chapter 19 for defined terms.

• There is no reason why those 'securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

$\overline{4}$

Date: $22/3/17$

Print name:

CAROLYN WEST

04/03/2013

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule $7.1$ – Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Add the following:
Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid + ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid +ordinary ٠ securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities $\bullet$ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"	25,954,117

• See chapter 19 for defined terms.

$\bar{\boldsymbol{\lambda}}$

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	3,893,118
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ٠ securities on different dates as separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	3,893,118
Note: number must be same as shown in Step 2
Subtract"C"

Note: number must be same as shown in Step 3

3,893,118

[Note: this is the remaining placement
capacity under rule 7.1]

Total ["A" $\times$ 0.15] $\neg$ "C"

⁺ See chapter 19 for defined terms.

Ē,

$\ddot{\phantom{a}}$

Part 2

$\overline{1}$

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"А"	25,954,117
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	2,595,411
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the ٠ securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued ٠ under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of ٠ securities on different dates as separate line items
"E"	Nil

$\mathcal{L}$

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

$\lambda$

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10	2,595,411
Note: number must be same as shown in Step 2
Subtract "E"	Nil
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"	2,595,411
	Note: this is the remaining placement capacity under rule 7.1A

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.